Common use of Past Due Receivables Clause in Contracts

Past Due Receivables. In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty (30) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller shall deliver to the Administrative Agent and each Purchaser by no later than the third Business Day following such thirty-day period, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty (50) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent may in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) terminate the appointment of the applicable Seller as its servicer and agent solely for the purposes of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers of the existence of a Dispute, the Administrative Agent shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute.

Past Due Receivables. In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty (30) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller shall deliver to the Administrative Agent and each Purchaser by no later than the third Business Day following such thirty-day period, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty sixty (5060) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause \ of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent may in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) without limitation on any rights of the Administrative Agent under Section 4.3 and elsewhere in this Agreement, require that the applicable Seller take any action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of any Overdue Receivable compliant with FACA and/or (d) terminate the appointment of the applicable Seller as its servicer and agent solely for the purposes of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers of the existence of a Dispute, the Administrative Agent shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute.

Past Due Receivables. In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty five (305) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller it shall deliver to the Administrative Agent and each Purchaser by no later than the third Business Day following ten (10) days after such thirty-day periodMaturity Date, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty fifteen (5015) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent Purchaser may in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) terminate the appointment of the applicable such Seller as its servicer and agent solely for the purposes servicing of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers Purchaser of the existence of a Dispute, the Administrative Agent Purchaser shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute.

Past Due Receivables. In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty forty-five (3045) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller shall deliver to the Administrative Agent and each Purchaser by no later than the third tenth (10th) Business Day following such thirtyforty-five (45) day period, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty sixty (5060) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent may Purchaser may, following five (5) Business Days after giving written notice to the Seller Representative, in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) without limitation on any rights of the Purchaser under Section 4.3 and elsewhere in this Agreement, require that the applicable Seller take any action reasonably requested by the Purchaser in order to make the sale, assignment and transfer of any Overdue Receivable compliant with FACA and/or (d) terminate the appointment of the applicable Seller as its servicer and agent solely for the purposes of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers Purchaser of the existence of a Dispute, the Administrative Agent Purchaser shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute.

Past Due Receivables. In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty (30) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller shall deliver to the Administrative Agent and each Purchaser by no later than the third Business Day following such thirty-day period, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty sixty (5060) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent may may, following five (5) Business Days after giving written notice to the Seller Representative, in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) without limitation on any rights of the Administrative Agent under Section 4.3 and elsewhere in this Agreement, require that the applicable Seller take any action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of any Overdue Receivable compliant with FACA and/or (d) terminate the appointment of the applicable Seller as its servicer and agent solely for the purposes of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers of the existence of a Dispute, the Administrative Agent shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute.

Past Due Receivables. In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty (30) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller shall deliver to the Administrative Agent and each Purchaser by no later than the third Business Day following such thirty-day period, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty (50) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent may in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) without limitation on any rights of the Administrative Agent under Section 4.3 and elsewhere in this Agreement, require that the applicable Seller take any action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of any Overdue Receivable compliant with FACA and/or and/or (d) terminate the appointment of the applicable Seller as its servicer and agent solely for the purposes of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers of the existence of a Dispute, the Administrative Agent shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute.

Past Due Receivables. (a) In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty (30) days after on the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall promptly seek to determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller it shall deliver to the Administrative Agent and each Purchaser by Purchaser, within five (5) days of request, but no later earlier than the third Business Day following fifteen (15) days after such thirty-day periodSettlement Date, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, whether to the applicable Seller’s knowledge an Insolvency Event has occurred with respect to the related Approved Obligor, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder (x) the applicable Seller has not been paid in full by delivered to the date that is fifty (50) days after the Maturity Date therefor and no Purchaser a Non-Payment Report with respect thereto to an Overdue Receivable within ten (10) days of Purchaser’s request therefor or (y) an Insolvency Event has been delivered occurred with respect to the related Approved Obligor or the a Non-Payment Report delivered with respect thereto does not report a Dispute so states or states that (z) the cause Overdue Receivable remains unpaid forty-five (45) days after the Invoice Due Date therefor (each of such payment delay or non-payment is unknown clauses (x), (y) and (z), a “Non-Payment NonPayment Event”), then the Administrative Agent Purchaser may in its sole discretion (aA) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected expected, and/or (bB) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (cC) terminate the appointment of the applicable such Seller as its servicer and agent solely for the purposes servicing of servicing such Purchased ReceivableReceivables of the related Approved Obligor in accordance with Section 5.5. If the Approved Obligor advises the Administrative Agent and the Purchasers Purchaser of the existence of a Dispute, the Administrative Agent Purchaser shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute. (b) In the event a Purchased Receivable has not been paid in full by the date that is forty-five (45) days after the Invoice Due Date therefor, the applicable Seller shall deliver to the Purchaser, by no later than fifty (50) days after such Invoice Due Date, a certification and report identifying such Purchased Receivable and the Approved Obligor and certifying the cause of such nonpayment. If such cause is not an Insolvency Event or financial inability to pay of the relevant Approved Obligor, or if such Seller does not deliver such certification and report when due, a Dispute shall be deemed to have occurred with respect to such Purchased Receivable, which Dispute shall constitute a Repurchase Event.

Past Due Receivables. In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty (30) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller shall deliver to the Administrative Agent and each Purchaser by no later than the third Business Day following such thirty-day period, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty sixty (5060) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent may may, following five (5) Business Days after giving written notice to the Seller Representative, in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) without limitation on any rights of the Administrative Agent under Section 4.3 and elsewhere in this Agreement, require that the applicable Seller take any action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of any Overdue Receivable compliant with FACA and/or (d) terminate the appointment of the applicable Seller as its servicer and agent solely for the purposes of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers of the existence of a Dispute, the Administrative Agent shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute.the

Past Due Receivables. In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty (30) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller shall deliver to the Administrative Agent and each Purchaser by no later than the third Business Day following such thirty-day period, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that (a) a Purchased Receivable that was sold hereunder on the Closing Date has not been paid in full by the date that is sixty-five (65) days after the Maturity Date therefor or (b) a Purchased Receivable that was sold hereunder on any day following the Closing Date has not been paid in full by the date that is fifty (50) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent Purchaser may in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) terminate the appointment of the applicable Seller as its servicer and agent solely for the purposes of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers Purchaser of the existence of a Dispute, the Administrative Agent Purchaser shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute.

Past Due Receivables. (a) In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty twenty (3020) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Purchaser may request that the Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller shall deliver to the Administrative Agent and each Purchaser by no later than the third Business Day following twenty-five (25) days after such thirty-day periodMaturity Date, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty thirty (5030) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent Purchaser may in its sole discretion (ai) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (bii) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (ciii) terminate the appointment of the applicable Seller as its servicer and agent solely for the purposes servicing of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers Purchaser of the existence of a Dispute, the Administrative Agent Purchaser shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute. (b) In the event a Purchased Receivable has not been paid in full by the date that is forty-five (45) days after the Maturity Date therefor, the Seller shall deliver to the Purchaser by no later than fifty (50) days after such Maturity Date, a certification and report identifying such Purchased Receivable and the Approved Obligor and certifying the cause of such non-payment. If such cause is not a credit default or Insolvency Event of the relevant Approved Obligor, or if the Seller does not deliver such certification and report when due, a Dispute shall be deemed to have occurred with respect to such Purchased Receivable, which Dispute shall constitute a Repurchase Event.

Past Due Receivables. In the event a Purchased Receivable that is a Billed Receivable has not been paid in full by the date that is thirty (30) days after the Maturity Date therefor (an “Overdue Receivable”), the applicable Seller shall determine the cause of such payment delay or non-payment, including whether it is due to a Dispute, and the applicable Seller shall deliver to the Administrative Agent and each Purchaser by no later than the third (3rd) Business Day following such thirty-thirty (30) day period, a certification and report (a “Non-Payment Report”) identifying the Overdue Receivable and the Approved Obligor thereof and describing in reasonable detail the cause of such non-payment, including whether a Dispute exists with respect to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty sixty (5060) days after the Maturity Date therefor and no Non-Payment Report with respect thereto has been delivered or the Non-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”), the Administrative Agent may in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) without limitation on any rights of the Administrative Agent under Section 4.3 and elsewhere in this Agreement, require that the applicable Seller take any action reasonably requested by the Administrative Agent in order to make the sale, assignment and transfer of any Overdue Receivable compliant with FACA and/or (d) terminate the appointment of the applicable Seller as its servicer and agent solely for the purposes of servicing such Purchased Receivable. If the Approved Obligor advises the Administrative Agent and the Purchasers of the existence of a Dispute, the Administrative Agent shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute.

Past Due Receivables. In The Buyer will cause the event a Purchased Receivable Companies to use commercially reasonable efforts (without the requirement to threaten or initiate litigation or to incur any out-of-pocket expenses that is a Billed Receivable the Seller or the Parent has not been paid agreed to reimburse) to collect their respective accounts receivable in full by the date that is thirty excess of ninety (3090) days past due as of the Closing (collectively, “Past Due Receivables”) for a period of twelve (12) months following the Closing. Section 6(i)(i) of the Disclosure Schedule sets forth a detailed listing of such Past Due Receivables as of December 28, 2006. (A) During the first six months of the twelve-month collection period, the Companies will provide the aforementioned collection services without charge, except that the Seller will reimburse the Buyer for any reasonable out-of-pocket expenses incurred in the collection efforts. After the first six months of the twelve-month collection period, in addition to reimbursement for any out-of-pocket expenses, the Companies and the Buyer shall be entitled to a fee for the time incurred by their personnel in the collection efforts in accordance with the following schedule: (B) At any time after the Maturity Date therefor (an “Overdue Receivable”Companies assign the uncollected Past Due Receivable to the Parent on December 31, 2007 in accordance with Section 2(b)(i), the applicable Seller and Parent may take any collection efforts they deem appropriate with respect thereto, provided, however, that the Seller, Parent and their Affiliates shall determine not commence litigation against any account debtor without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. The Buyer will deliver or cause of to be delivered a collection report or reports relative to such payment delay or non-payment, including whether it is due to a DisputePast Due Receivables, and the applicable Seller shall deliver net proceeds of such collection efforts, on a quarterly basis to the Administrative Agent and each Purchaser by no later than Seller. During the third Business Day following such thirtytwelve-day month collection period, a certification the Seller, the Parent and report (a “Non-Payment Report”) identifying their Affiliates shall not make any efforts to collect the Overdue Receivable and Past Due Receivables. Notwithstanding anything herein to the Approved Obligor thereof and describing in reasonable detail contrary, if the cause Seller so requests, the Buyer shall continue to manage the collection effort on behalf of such non-payment, including whether a Dispute exists with respect the Seller for up to such Overdue Receivable, or certifying that such cause is unknown. In the event that a Purchased Receivable that was sold hereunder has not been paid in full by the date that is fifty (50) days six months after the Maturity Date therefor and no Nonassignment of the Past Due Receivables to the Parent, and, in addition to reimbursement for any out-Payment Report with respect thereto has been delivered or the Nonof-Payment Report delivered with respect thereto does not report a Dispute or states that the cause of such payment delay or non-payment is unknown (a “Non-Payment Event”)pocket expenses, the Administrative Agent may in its sole discretion (a) contact such Approved Obligor by phone or in person to discuss the status of such Overdue Receivable and to inquire whether such payment delay or non-payment is due shall be entitled to a Dispute and when payment can be expected and/or (b) take any other lawful action to collect such Purchased Receivable directly from such Approved Obligor and/or (c) terminate the appointment of the applicable Seller as its servicer and agent solely fee for the purposes of servicing such Purchased Receivable. If time incurred by its personnel in the Approved Obligor advises the Administrative Agent collection efforts equal to $60/hour for clerical employees and the Purchasers of the existence of a Dispute, the Administrative Agent shall advise the applicable Seller of such Overdue Receivable that the Approved Obligor has asserted a Dispute$145/hour for executive employees.